Notice to Members 06-12

Extension of Effective Date of NASD Uniform Branch Office Definition and Certain Form BR and Form U4 Filing Requirements from May 1, 2006 to July 3, 2006 Joint Interpretive Guidance from NASD and the NYSE Relating to Uniform Branch Office Definition Under NASD Rule 3010(g)(2) and NYSE Rule 342.10

Effective Date of Uniform Definition: NASD: July 3, 2006; NYSE: September 9, 2005

On September 9, 2005, the Securities and Exchange Commission (SEC) approved (1) amendments to NASD Rule 3010(g)(2) to revise the definition of "branch office"; and (2) adoption of IM-3010-1 to provide guidelines on factors to be considered by a member in conducting internal inspections of offices (Uniform Definition).1 The SEC simultaneously approved amendments to the New York Stock Exchange, Inc.'s (NYSE) Rule 342 (Offices - Approval, Supervision and Control) to provide a new, uniform industry definition of the term "branch office."2

The NYSE's Uniform Definition became effective on September 9, 2005. A copy of the amended rule text is attached hereto as Attachment A (NASD) and Attachment B (NYSE).

NASD has filed for immediate effectiveness an extension to July 3, 2006 of (1) the Uniform Definition; and (2) the transition deadline for compliance with Form BR (Uniform Branch Office Registration Form) and Form U4 (Uniform Application for Securities Industry Registration or Transfer) filing requirements for firms with respect to those branch offices of a firm in existence before the close of business on October 14, 2005.3 The rule change became effective on its March 14, 2006 filing date.4

Questions concerning this Joint Interpretive Notice may be directed as follows: NASD: Chip Jones, Vice President, Registration and Disclosure, at (240) 386-4797, Richard E. Pullano, Associate Vice President/Chief Counsel, Registration and Disclosure, at (240) 386-4821; or Kosha K. Dalal, Associate General Counsel, Office of General Counsel, Regulatory Policy and Oversight, at (202) 728-6903. NYSE: Stephen Kasprzak, Principal Counsel, Rule and Interpretive Standards, at (212) 656-5226.

1 See Exchange Act Release No. 52403 (September 9, 2005); 70 FR 54782 (September16, 2005); File No. SR-NASD-2003-104 (Order Granting Approval of Proposed Rule Change Relating to Proposed Uniform Branch Office Definition) (SEC Approval Order). See also NASD Notice to Members 05-67(October 2005).

2 See Exchange Act Release No. 52402 (September 9, 2005); 70 FR 54788 (September16, 2005); File No. SR-NYSE-2002-34 (Order Granting Approval of Proposed Rule Change Relating to Proposed Uniform Branch Office Definition) (SEC NYSE Approval Order). See also NYSE Information Memo 05-74 dated October 6, 2005.

3 See SR-NASD-2006-037 (March 14, 2006).

4 See SR-NASD-2006-037 (March 14, 2006).